UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 3, 2011
LIFE TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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000-25317
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33-0373077 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 5791 Van Allen Way, Carlsbad, CA
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92008 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (760) 603-7200
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 2.02. |
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RESULTS OF OPERATIONS AND FINANCIAL CONDITION. |
On February 3, 2011, the Company issued a press release regarding the Company’s financial
results for the period ended December 31, 2010. The full text of the Company’s press release is
attached hereto as Exhibit 99.1
Certain of the information set forth in the press release may be considered non-GAAP financial
measures. We regularly have reported pro forma results for net income and earnings per share in
addition to, and not as a substitute for, or superior to, financial measures calculated in
accordance with GAAP. The pro forma results exclude merger related non-cash items and other similar
costs. Additionally, the discussion surrounding sales performance related to these results excludes
the impact of currency fluctuations period over period and acquisitions to measure core sales
growth. This growth rate is referred to as organic growth.
Our financial results under GAAP include substantial non-cash charges and tax benefits related
to acquired businesses. Our pro forma calculations of net income and earnings per share are limited
because they do not reflect the entirety of our business costs. However, management believes that
the pro forma presentation is a useful supplemental disclosure to investors as it provides an
indication of the profitability and cash flows of the combined businesses apart from the initial
and sunk costs of acquisitions. Management believes that this information is therefore useful to
investors in analyzing and assessing our past and future operating performance.
In addition to the non-cash charges above, we exclude from our pro forma results the following
costs:
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Acquisition related amortization, depreciation and fair value remeasurements |
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In process research and development expenses or impairments |
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Acquisition and divestiture related gains and losses |
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Asset impairment charges related to a portfolio review |
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Business consolidation costs required to realize cost synergies from combining our
acquired entities with our existing operations |
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Charges associated with the early repayment of debt and non-cash interest expense
associated with convertible debt bifurcation |
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Certain significant one time events that are unlikely to recur in the foreseeable future |
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Tax changes and benefits associated with the above exclusions |
Management views these costs as not indicative of the profitability or cash flows of its
ongoing or future operations and excludes these costs as a supplemental disclosure to assist
investors in evaluating and assessing our past and future operational performance. Management uses
non-GAAP earnings as a primary indicator in planning and forecasting for future periods, including
trending the Company’s core performance period over period. Management uses these non-GAAP earnings
to prepare operating budgets and forecasts and uses these results to measure performance at a
corporate level. The Company also uses non-GAAP earnings for evaluating management’s performance
for compensation purposes.
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| Item 7.01. |
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REGULATION FD DISCLOSURE. |
See the information set forth under Item 2.02 above and attached as Exhibit 99.1 hereto.
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| Item 9.01 |
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FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
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99.1 |
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Life Technologies Corporation press release dated February 3, 2011. |